[^bankFive ̂ tar .^rvice CiuaranteeAFive Star Service Guaranteed

Corporate Trust Services950 17*^ StreetSuite 1200

Denver, CO 80202

February 22, 2017

Bear Creek Uranium Companyc/oAnadarko Petroleum CorporationAttn: Donna Day

P 0 80x1330 -

The Woodlands, Texas 77251-1330

United States Nuclear Regulatory CommissionWashington DC 20555-0001

J.P. Morgan Chase Bank, National Association

Attn: Betty Susie Becvar

712 Main Street, 14*'^ Floor NorthHouston, Texas 77002

Re: The Standby Trust Agreement entered into as of May 13, 2009 by and between Bear CreekUranium Company as Grantor and J.P. Morgan Chase Bank as Trustee. The United States

Nuclear Regulatory Commission is the Beneficiary of the Trust Agreement.

Dear Ladies and Gentlemen:

Please let this letter serve as notice, pursuant to Section 13 of the Standby Trust Agreement, that U.S.Bank National Association has accepted the Successor Trusteeship for this Trust Agreement with aneffective date of March 3, 2017, ten days from the date of this letter, conditioned upon receipt ofwritten approval of such reassignment from the Nuclear Regulatory Commission.

Please let me know if you have any questions or concerns.

(2:y<i^tWeen Connelly ♦Vice President

303-585-4591

Kathleen.connelly@usbank.com

THIS INSTRUMENT OF RESIGNATION, APPOINTMENT ANDACCEPTANCE (tliis "InstnaneM"), dated as of February 1.6,2017 tthe "Effective Dato"!..is by aud among the grantors identified on Exhibit A, (the "Grantore"), J.P. Morgan. ChaseBank, National Association, a national banking assooiation duly organized and existingunder the lavys of the United States of America (the "Resigning Trustee"), and U.S. Batik.National Association, a national banking association duly organized and existing .under thelaws of tlie United States of Arrierica (the "Successor Trustee"!. Cajpitalized terms, nototherwise defined herein shall have the same meaning ascribed to such 'terms in the StandbyTrust Agreements (as defined below).

RECITALS

WHEREAS, the Grantors and the Resigning Trustee , are party to those certainstandby trust agreements (the "Standby Trust Agreements") described 0n Exhibit Aattached hereto;

WHEREAS; the Grantor appointed the Resigning Trustee as the trustee (tlie"Trustee"), under the Standby Trust Agreements;

WHEREAS, the Resigning Trustee: has elected, to resign and the Grantor hasselected the Successor Trustee as trustee under each of .the ■.Standby Trust Agreements;and

WHEREAS, the Successor Trustee is willing to accept the appointment as TrusteeUnder each of the Standby Trust A.greements.

NOW, THEREFORE, in consideration of the covenants herein, and other good and.,valuable coiisidefation, the receipt and sufficiency of which are hereby acknowledged, the.,parties hereto agree as follows:

1- Acceptanee of Resignation of Resisnins Trustee: Appointment ofSuccessor Trustee. The Resigning Trustee hereby resigns as Trustee, under eachof the Standby Trust Agreements listed on Exhibit A, The Grantor accepts theresignation of the Resigning Trustee as Trustee, and the Grantor hereby appointsthe Successor Trustee as Trustee. The Grantor hereby acknowledges that, as of theEffective Date, the Successor Trustee shall be tlie Trustee under each of the StandbyTrust Agreements and shall hold all rights, powers, diities and obligations whichthe Resigning Trustee now holds under and by virtue of the Standby TrustAgreements as Trustee, under the Standby Trust. Agreements, The Grantor shallexecute and deliver such further instruments and shall do such other things as theSuccessor Trustee may reasonably require so as to more fully and certainly vest inand confirm to .the Successor Trustee all the rights, powers, duties and obligationshereby assigned,, transferred, delivered and confirmed to the Successor Trustee asTrustee under the Standby Trust Agreements.

2. Grantor 's Representations dM Warranties. Each Grantor represents andwarrants to the Successor Trustee that:

a. It is duly organized and validly existing under the laws of the States shownon Exhibit A;

b. It has full power, authority, and right to execute, deliver and perform thisInstrument;

c> The Standby Trust Agreement was yalidly and lawfully executed anddelivered by the Gratitpr and is in full force and effect;

d. There is no action, suit or proceeding pending or, to the best of the: Grantor'sknowledge, threatened against the Grantor before any court or anygoyemmental authority arising out of any act or omission of the Grantorunder the- Standby Trust Agreements;

e; No covenant, or condition; contained in the Standby Trust Agreement hasbeen waived by the Grantor;

f. Assuming the accuracy of the representation made by the SuccessorTrustee-in Section 4 hereof and the Resigning Trustee in Section 3 hereof,^1 conditions precedent relating to the apppintment of the SuccessorTrustee as Trustee under the Standby Trust Agreements have been compliedwith by the Grantor, and such appointment is permitted by the Standby TrustAgreements;

g. No event has occurred and is continuing which isi pr after notice or lapse oftime would become, an Event of Default under the Standby TrustAgreements;

h. Except as set forth on Exhibit C hereto, the Standby Trust Agreements,, arideach amendment and supplement thereto, if any, were validly and lawfullyexecuted and delivered by the Grantor and remain in. full force and effect;and

i. The Standby Trust Agreements are listed on Exhibit A hereto. None of■such documents haye been amended or supplemented except as set forfliherein.

3. Resisnins Trustee Representations and Warranties. The Resigning•Trustee hereby represents and warrants to tlie Successor Trustee that;

a. To the knowledge of the responsible officer of the Resigning Trustee whois signing this documentj no covenant or condition contained in the ady ofthe Standby Trust Agreements has been waived by the Resigning Trustee;

b. To the, knowledge of the responsible officer of the Resigning Trustee whois signing this document, there is no action, siiit or proceeding pending orthreatened against the Resigning Trustee before any court or governmentalauthority arising out of any action or omission by the Resigning Trustee asTrustee under any of the S tandby Trust Agreements;

Ci The Resigning Trustee shall, with the cooperation of the Grantor^ endeayqrto deliver to Successor Trustee,, as . of or immediately after the EffectiveDate, to the extent available, the documents listed in Exhibit C hereto;

d. The exeGution and delivery of this. Instrument has. been duly authorized bythe Resigning Trustee, and this Instrument constitutes the ResigningTriistee's legal, valid, binding and enforceable obligation; and

f. The Standby Trust Agreements, and each amendment and supplementthereto, if any, were validly and lawfully executed and delivered by the-Resigning Trustee and remain in full force and effect.

g. The Resigning Trustee has provided proper notice to the Beneficiary, listedin Exhibit B, under each Standby trust Agreement that requires notice from

and such notice has. been given within the notice period specified in suchStandby Trust Agreement.

4.. Successor Trustee Representations and Warranties.

a. The SuGcessorTrustee represents and warrants to the Resigning Trustee and the^antor that it is eligible to serve as trustee under each of the Standby TrustAgreements shown on Exhibit A. This fiistrumerit has been .duly .authorized,executed and delivered on behalf of the. Successor Trustee and constitutes its

legal, valid and binding obligation, enforceable in accordance with its.terms;and

b. The. Successor Trustee has .provided proper notice to all of the Beneficiaries,listed in Exhibit B, Under the Standby Tfust Agreements, at least ten (10) daysprior to the Effective Date (or such longer notice period as may be specified inany Standby Trust Agreement), of its prospective appointment by the Grantoras Successor Trustee and has obtained the written consent of each Beneficiaryunder any Standby Trust Agreement whose consent is required under the tennsthereof to effectuate the resignation of the Resigning Trustee and theappointment of the Successor Trustee^

5. Assisnment by Resisnins Trustee. Effective on the Effective Datey theResigning Trustee hereby confirms, assigns, transfers, deliyers and conveys, to theSuccessor Trustee, as Trustee, under each Standby Trust Agreement all rights, powers,privileges, immtinities, duties and obligations which tlie Resigning Trustee now holdstinder and by virtue of each Standby Trust Agreement as. Trustee, and effective as of suchdate does hereby pay over to the. Successor Trustee any and all property and moneys heldby the Resigning Trustee under and by virtue of each Standby Trust Agreement.

6. Acceptance by Successor Trustee. The Successor Trustee accepts itsappDintment as Trustee tuider each .Standby Trust Agreement and shall assume said ri^ts,potvers, duties and obligatioris upon the terms, and conditions set forth in the Standby TrustAgreement.

7. Additional Documentation. The Resigning Trustee, for the purposes of•more fully and certainly vesting in and .Gonfirming.fo the Successor Trustee the rights,powers, duties and obligations hereby assigned, transferred, delivered and conveyed,agrees; upon .reasonable request, of the Successor Trustee, to execute, acknowledge anddeliver such further instruments of conveyance and further assurance and to do such otherthings a& niay reasonably be required by the Successor Trustee.

8. Choice of Laws. This .Instrument shall be governed by the laws, of the Stateof New York.

9. Counterparts. This Instrument may be executed in any ntimber ofcounterparts, each of which, when so executed and delivered, shall be deemed an original,but all cottnterparts shall .constitute but one Instrument. Delivery of a Counterpart hereofby facsimile transmission or by e-mail transimssion of a, portable dGcumeut format file(also known as: a "PDF" file) shall be effective, as. delivery of a manually executedcotinterpart hefeof

10. Patriot Act The Grantors acknowledge that, in accordance with Section326 of the USA Patriot. Act, the Successor Trustee, like.all financial institutions, is requiredto ohtain, verify, i^d record information that identifies each person or legal entity thatestablishes a relationship or opens an account with the Successor Trustee. The GrMtorsagree fliat they will provide the Successor Trustee with such information, as it mayreasonably request in order for it to satisfy the requirements of'the USA Patriot .Act

11. Notices. All notices. Whether faxed or mailed, will he deemed received inaccordance with the applicable .notice section of each Standby Trust Agreefnent to thefollowing:

TO THE SUCCESSOR TRUSTEE:

U.S. Bank National Association

Global Corporate; Trust Services.950 17^''Street, .12th pippj.,Denver^ CO 80202

Attn; Kathleen Connelly, Vice PresidentFacsimile: 303-585-6865

TO THE RESIGNING TRUSTEE:

J,P.. Morgan Chase Bank, National Association712 Main Street^ 14*^ floor NorthHouston, TX. 77002Attention: Betty Susie BecyarFacsimile; 713-216-6927

TO THE GRANTORS;

c/o Anadarko Petrpleiim Corporation1201 Lake Robbins Drive

The Woodlands, TX 77380..Attention: O'Neil J. Toups, Authorized OfficerPhone:. 832-636-7689Facsimile: 832-636-^5029

Witli a copy to;

Anadarko Petroleum Corporation1201 Lake Robbins Drive

Tlie Woodlands, TX.77380.Attention; Bemard E. Clark

Phone.: 832-636-7902Facsimile; 832-636-9841

12. Effectiveness. This Instrument and. the resignafioii, appointment .andacceptance effected hereby shall be. .effective, as of the .close qf .business on the EffeetiveDatCj upon the execution and delivery hereof by each of the. parties hereto.

[Remainder of page left intentionally blank]

IN WITNESS WHEREOF, the parties hereto have executed this Instrument as ofthe date set forth above.

Anadarko E&F Onshore LLC, as Grantor

Ne TouName:

Title: Authorized Officer

Bear Creek Uranium Companyr^ Grantor

Name

Title

e: O Neil J. Toup^: Authorized Officer

Oryx Crude TradiuSi&Trai^ortation Inc., as GrantorBy—Name: O'Neil JxToupsTitle: Authorized Officer

J.P. Morg!

By_

al Association, as Resigning Trustee

Name: Greg Campbel^/Title: Executive Director

U.S. Bank National Association, as Successor Trustee

ByName: Ksithleen ConnellyTitle: VreeT'resident

EXHIBIT A.

List of Standby Trust Agreements:

1... Standby Trust. Agreement entered into as of March 27, 2003 by and betweenAnadarko E&P Onshore LLC (£(k/a.Anadafko E&P Company LP), a Delawarelirnited liability company (the."Grantor") and JPMorgan Cliase Bank Incorporated mthe State of New York, (the "Trustee)

2, Standby Trust Agreement entered into as. pf December 3, 2009 by and betweenAnadarko E&P Onshore LLC(f/k/a Anadarko E&P Company LP), a Delaware limitedliability company (the "Grantor") and JPMorgan Chase Bank, N. A, j a national bank,(the "Trustee)

3 . Standby Trust Agreement .entered into as. of May 13, 2.009 by and betweeri BearGreek Uraniurh Company, a Colorado partnership (the "Grantor") and JPMorganChase Bank N,A.., a national association, (the "Trustee)

4, Standby Trust Agreement entered into as of December 28,2009 by and between OryxCrude Trading & Transportation, hic. a wholly owned subsidiary of AnadarkoPetroleum Corporation, a Delaware Corporation (the "Grantor") and JPMorgan ChaseBank N.A., a national bank, (the "Trustee)

EXHIBITS.

BENEFICIARIES

1. U.S. Nuclear Regulatory Commission2. United ■ States Environmental .Protection Agency3.

EXHIBITC

Documents to be delivered by Grantor to Successor Trustee reiated to the StandbyTrust Agreements:

1. A copy of each of the Stmdby Trust Agreements.

2, A. copy of each surety policy and any amendments hnd riders thereto.